Business Document OY3015

Business Document OY3015

This General Business Agreement (the Agreement) is entered into effective as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires certain business services and deliverables as set forth in this Agreement, and Contractor represents that Contractor has the professional qualifications, experience, and ability to perform such services in accordance with the terms hereof.

WHEREAS, the Parties desire to set forth the terms, scope and conditions under which Contractor will perform services for Client and Client will compensate Contractor as provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Scope of Work

2. Payment Terms

Total Compensation:

Late Payment: If any undisputed invoiced amount remains unpaid more than days after the invoice date, interest will accrue at on the unpaid balance until paid in full. The foregoing shall be the exclusive remedy for late payment, without prejudice to any other remedies available at law or equity.

3. Term and Termination

Term: This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing no less than days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches any material provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Contractor shall deliver to Client all completed deliverables and work in progress for which Client has paid; Client shall pay Contractor for all undisputed work performed through the effective date of termination in accordance with the Payment Terms.

4. Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) use Confidential Information solely for the purpose of performing obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information which: (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any effort to obtain confidential treatment.

Term: The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of years.

5. Representations and Warranties; Limitation of Liability

Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Contractor represents that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence or Contractor's breach of the confidentiality obligations, neither Party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, and each Party's aggregate liability under this Agreement shall not exceed the total amount of fees actually paid by Client to Contractor under this Agreement.

6. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations and warranties, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9. Miscellaneous Provisions

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the Parties' intent to the greatest extent possible.

Sign Now